1) Age >/= 18 years
2) Diagnosis of MDS confirmed within 10 weeks prior to study entry
according to WHO criteria. Patients are either not eligible for or
choose not to proceed with a stem cell transplant.
3) MDS classified as follows: RAEB-1 (5%-9% BM blasts); RAEB-2 (10%-19%
BM Blasts); CMML (5%-19% BM blasts); RAEB-t (20%-29% BM blasts) AND/OR
by IPSS: intermediate-1 and high risk patients.
4) No response, progression, or relapse (according to 2006 IWG criteria)
following at least 4 cycles of either azactidine or decitabine, which
were completed within the last 2 years - AND/OR - intolerance to
azacitidine or decitabine defined as drug-related >/= grade 3 hepatic
or renal toxicity leading to treatment discontinuation during the
preceding 2 years.
5) Eastern Cooperative Oncology Group (ECOG) performance status of
</= 2.
6) Willing to adhere to and comply with all prohibitions and
restrictions specified in the protocol.
7) Patient (or patient's legally authorized representative) must have
signed an informed consent document indicating that the patient
understands the purpose of and procedures required for the study and is
willing to participate in the study.)

Exclusion:

1) Uncontrolled intercurrent illness including, but not limited to,
symptomatic congestive heart failure, unstable angina pectoris, or
cardiac arrhythmia.
2) Active infection not adequately responding to appropriate antibiotics
(i.e. ongoing temperatures of >/= 38 degree Celsius).
3) Total bilirubin >/= 1.5 mg/dL and not related to hemolysis or
Gilbert's disease. Patients with total bilirubin >/= 1.5 mg/dL to 3
mg/dL are eligible if at least 75% of the bilirubin is indirect.
4) Alanine transaminase (ALT/SGPT) or aspartate transaminase (AST/SGOT)
>/= 2.5 x the upper limit of normal.
5) Serum creatinine > 1.5 mg/dL.
6) Female patients who are pregnant or lactating.
7) Patients with reproductive potential who are unwilling to following
contraception requirements (including condom use for males with sexual
partners, and for females: prescription oral contraceptives [birth
control pills], contraceptive injections, intrauterine devices [IUD],
double-barrier method [spermicidal jelly or foam with condoms or
diaphragm], contraceptive patch, or surgical sterilization) throughout
the study.
8) Female patients with reproductive potential who do not have a
negative urine or blood beta-human chorionic gonadotropin (beta HCG)
pregnancy test at screening.
9) Patients receiving any other concurrent investigational agent or
chemotherapy, radiotherapy, or immunotherapy.
10) Prior hydroxyurea for control of leukocytosis or use of
hematopoietic growth factors (eg, G-CSF, GM-CSF, procrit, aranesp,
thrombopoietins) is allowed at any time prior to or during study if
considered to be in the best interest of the patient.
11) Psychiatric illness or social situation that would limit the
patient's ability to comply with study requirements.